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Tycoons Worldwide Group (Thailand) Plc.
Unabridged policy and guidelines on corporate governance and unabridged code of business conduct
prepared by the Company in the following matters:
1. The Principles of Good Corporate Governance Policy for the Company
Tycoons Worldwide Group (Thailand) Public Co., Ltd. is operated under the supervision of its Board of
Directors. Being a responsible organization, the company is determined to comply with the principles of
corporate governance for all companies listed in Thailand, which is stipulated in the Securities and
Exchange Act B.E. 2535 for the best benefit of shareholders, stakeholders and the company’s sustainability.
The principles are as follows.
1 Rights of Shareholders
Shareholders are the owners of the company. They control the company by appointing the Board of
Directors to act as their representatives. Shareholders are eligible to make decisions on any of significant
corporate changes. Therefore, the company encourages shareholders to exercise their rights.
Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the company, obtain
relevant and adequate information on the company in a timely manner and on a regular basis, participate
and vote in the shareholder meetings to elect or remove members of the board, appoint the external auditor,
and make decisions on any transactions that affect the company such as dividends payment, amendments
to the company’s articles of association or the company’s bylaws, capital increases or decreases, and the
approval of extraordinary transactions, etc.
The Board of Directors realizes the importance of shareholders’ meeting as revealed in the policies to
facilitate all shareholders equally in attending the meeting, provide sufficient information timely in advance
of the meeting so that the shareholders have enough time to decide whether to attend or to designate
representatives to attend the meeting on their behalves. Shareholders are encouraged to query directors
and allowed to propose an agenda item, the directors on the other hand are obliged to attend the meeting
and answer the enquiries.
The Board of Directors must complete the minutes of the meeting and present to the shareholders through
the website as soon as possible within 14 days after the meeting.
2 Equitable Treatment of Shareholders
The Board of Directors values the right of every shareholder equally as reflected in the company’s policy of
disclosure of information that the company constantly informs shareholders the status of the company
through the website of SET. Moreover, the company allows the minority shareholder to nominate director
positions in advance and vote by proxy.
The company also has the policy to prevent the use of inside information for abusive self dealing such as
insider trading or related party transactions. Particularly, they are not allowed to trade their shares of the
company one month prior to the announcement of the company’s financial report.
All directors and executives are obliged to disclose to the board whether they and their related parties have
any interest in any transaction or matter directly affecting the company. Directors and executives who have
such interests should not participate in the decision making process on such issues.
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